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What are the requirements of an offer?
- Must be a serious, objective intention by the offer.
- Terms must be reasonably certain, or definite, so that the parties and the court can ascetain the terms of the contract.
- Offer must be communicated to the offeree.
Know what it means when there is a convenant not to sue.
An agreement to substitute a contractual obligation for some other type of legal action based on a valid claim.
Be able to define promissory estoppel and understand the concept behind it.
Promissory Estoppel - doctrine that applies when a promisor makes a clear and definite promise on which the promisee justifiably relies.
Understand whether a contract is voidable under duress.
Valid contract that is legally defective and can be avoided (rescinded) by one of the parties.
Define delegation of duties.
The act of transferring to another all or part of one's duties arising under contract.
What type of damages can be awarded in the event of a breach of contract? (CCPNL)
- Compensatory-injured party is compensated for the loss of the bargin.
- Consequential-injured party is given the entire benefit of the bargain, such as forgone profits.
- Punitive-wrongdoer is punished, and others are deterred from committing similar acts.
- Nominal-wrongdoing is est. without actual damages being suffered.
- Liquidated-nonbreaching party is paid the amount stipulated in the contract for the breach, unless the amount is construed as a penalty.
Know the specific performance is and how it relates to personal services.
Non-monetary relief only granted in cases where the legal remedy is inadequate and the subject matter is unique (sale of land or original artwork).
Courts generally refuse to grant specific performance due to notions of "involuntary servitude".
Know what a quasi contract is.
A fictional contract imposed on the parties by a court in the interests of fairness and justice.
Know the types of contracts: bilateral vs unilateral contracts, formal v informal, express v implied.
- Bi-promise for promise
- Uni-promise for act
- Formal-special form
- Informal-no special form
- Express-formed by words
- Implied-formed at least in part by the parties conduct.
Understand what shrink-wrap agreement is.
Agreement terms that are express in a document located inside a box in which goods are packaged.
A promise to do what one is already legally obligated to do is not consideration, unforeseen difficulties, rescission and new contract.
A promise made in return for actions for events that have already taken place are unenforceable.
The rule regarding preexisting duty is meant to prevent extortion and teh so-called holdup game.
Rescission and New Contract
Is the unmaking of a contract so as to return the parties to the positions they occupied before the contract was made.
What do liquidated damages v penalties mean?
- Liquidated damages-amount, stipulated in a contract, that the parties to the contract believe to be reasonable estimation of the damages.
- Penalty-contractual claus that states that a certain amount of monetary damages will be paid in the event of a future default or breach. Form of punishment.
Define discharge of performance and understand the different types. (CTCCC)
Define: to terminate.
- Condition-possible future even that may/not happen.
- Triggers-or terminate performance.
- Condition Precendent-prior to performance.
- Condition Subsequent-follows initial performance.
- Concurrent Conditions-occur simultaneously.
Lisa ordered 6 bottles of wine for $1200 to be delivered on/before May 1st, thru Adam Pucha. On May 1st Adam Pucha delivery van is involved in an accident, no wine was delivered and no on told Lisa. Adam Pucha sues Lisa of breach of contract. How is the court most likely to rule?
The court will rule in Adam Pucha's favor through concurrent conditions. If a buyer promises to pay for goods when they are delivered by the seller, each party's absolute dute to perform is conditioned on the other party's absolute dute to perform. The buyer's duty to pay for the goods does not become absolute until the seller either delivers or attempts to deliver the good.